Incentive Management Fees. In addition to the Base Management Fee and in consideration of the services to be performed during the Term of this Agreement, Management Company shall be paid for each Fiscal Year (or partial Fiscal Year), subject to Section 6.02 B, an incentive fee (“Incentive Fee”) equal to fifteen percent (15%) of the amount by which Operating Profit for such Fiscal Year (or partial Fiscal Year) exceeds TRS's Priority (prorated for any partial Fiscal Year). Notwithstanding the foregoing to the contrary, Management Company shall not be entitled to receive any Incentive Fee in any Fiscal Year with respect to which the distributions to TRS have not equaled or exceeded TRS's Priority.
Incentive Management Fees. Manager hereby assigns its right to receive from TRS an Incentive Fee, if any, pursuant to Section 6.01 B of the Management Agreement.
Incentive Management Fees. In addition to the Base Management Fee and in consideration of the services to be performed during the Term of this Agreement, Management Company shall be paid for each Fiscal Year (or partial Fiscal Year), subject to Section 6.02 B, an incentive fee (“Incentive Fee”) equal to ten percent (10%) of the amount by which Operating Profit for such Fiscal Year (or partial Fiscal Year) exceeds Owner’s Priority (prorated on a daily basis for any partial Fiscal Year). Notwithstanding the foregoing to the contrary, Management Company shall not be entitled to receive any Incentive Fee in any Fiscal Year with respect to which the distributions to Owner have not equaled or exceeded Owner’s Priority.
Incentive Management Fees. In addition to the Base Management Fee and in consideration of the services to be performed during the term of this Agreement, the Lessee shall pay to the Manager for each Year (or partial Year), an incentive fee ("Incentive Management Fee"), at the times and in the amounts designated on Schedule I.
Incentive Management Fees. 35 5.3. Fee Adjustment....................................................................... 35 5.4. Subordination of Incentive Management Fees........................................... 35 5.4.1. Subordination................................................................. 35 5.4.2.
Incentive Management Fees. Subject to the provisions of Section 5.3 and 5.4 of this agreement, for each Fiscal Year during the term of this agreement, the Partnership shall pay Manager an incentive management fee (the "Incentive Management Fee") of ten (10%) percent of Resort Operating Profits (as hereinafter defined), which Incentive Management Fee shall be payable annually on the earlier to occur of (a) five days after the Partnership's receipt of audited financial statements for such Fiscal Year or (b) 120 days after the end of such Fiscal Year.
Incentive Management Fees. Any Incentive Management Fee and Contingent Incentive Management Fee the payment of which is based on Operating Profit shall, in each Fiscal Year (and with respect to each Accounting Period within each such Fiscal Year, as more particularly described in Section 5.05 hereof), be payable in accordance with the following sequence of computations, and no Incentive Management Fee shall be paid until sufficient Operating Profit is available for actual payment thereof:
A. First, Owner shall retain any Operating Profit (to the extent of Operating Profit in that Fiscal Year) in amounts sufficient to pay the Ground Rent payable after giving effect to Section 4.02(d) of the Ground Leases, the Qualifying Debt Service and Administrative Expenses for such Fiscal Year (which shall be prorated among the Accounting Periods within any given Fiscal Year).
B. Second, Owner shall retain any remaining Operating Profit until Owner has retained an amount equal to Owner's Priority Return (which shall be prorated among the Accounting Periods within any given Fiscal Year).
Incentive Management Fees. In addition to the Base Management Fee and in consideration of the services to be performed during the Term of this Agreement, Management Company shall be paid for each Fiscal Year (or partial Fiscal Year), subject to Section 6.02 B, an incentive fee (“Incentive Fee”) equal to fifteen percent (15%) of the amount by which Operating Profit for such Fiscal Year (or partial Fiscal Year) minus the amount of any ground lease rentals or other rental payments pursuant to any ground lease in connection with the Hotel (but not including rental payments made pursuant to the Lease Agreement) paid by Owner from its own funds (and not from Gross Revenues or the Reserve) during the same time period exceeds Owner’s Priority (prorated for any partial Fiscal Year). Notwithstanding the foregoing to the contrary, Management Company shall not be entitled to receive any Incentive Fee in any Fiscal Year with respect to which the distributions to Owner have not equaled or exceeded Owner’s Priority.
Incentive Management Fees. Westin shall receive Incentive Management Fees based upon the Net Operating Cash Flow (as defined below) of the Hotel; provided, however, that if the Owner also owns, directly or indirectly, the SF Hotel managed by an affiliate of Westin pursuant to a management agreement in substantially the same form as this Agreement (the "SF Management Agreement"), the Incentive Management Fees payable under this Agreement and the SF Management Agreement shall be determined on a pooled basis based upon the combined Net Operating Cash Flow of the Hotel and the SF Hotel. In such event, the expense and liability for the Incentive Management Fees, as computed by Westin, shall be allocated between the Owner and the partnership or other entity owning the SF Hotel (the "SF Hotel Owner") in the ratio of the positive Net Operating Cash Flows of each Hotel, provided that if one of the Hotels has negative Net Operating Cash Flow, then no Incentive Management Fee shall be payable with respect thereto, and the entire Incentive Management Fee payable in respect of the combined Net Operating Cash Flows of the Hotels shall be payable with respect to whichever of the Hotels had positive Net Operating Cash Flow.
(1) The Owner shall pay on a quarterly basis to Westin pursuant to Section 3.2(e) an Incentive Management Fee based upon one-fourth of the anticipated annual Net Operating Cash Flow of the Hotel, as disclosed in the then current approved Operating Plan and Budget, but adjusted as required during such Operating Year. The Incentive Management Fee for the final quarter of any Operating Year shall be that amount required to adjust the preceding three quarters' estimates to the annual actual computed amount taking into account the pooling adjustments provided for in the succeeding sentence. If Owner also owns, directly or indirectly, the SF Hotel, and if the SF Hotel has negative Net Operating Cash Flow for the Operating Year in question, then in addition to the adjustment provided for in the immediately preceding sentence, the Incentive Management Fee shall be further adjusted to reflect a reduction in Net Operating Cash Flow of the Hotel by the amount of the negative Net Operating Cash Flow of the SF Hotel.
(2) In any quarter for which the Hotel's Net Cash Flow, as defined below, is insufficient to pay Westin the full amount of the current quarter's Incentive Management Fee in accordance with the payment provisions of Section 3.2(f), the unpaid portion may be deferred until subsequ...
Incentive Management Fees. In addition to the Base Management Fee and in consideration of the services to be performed during the Term of this Agreement, Management Company shall be paid for each Fiscal Year (or partial Fiscal Year), subject to Section 6.02 B, an incentive fee ("Incentive Fee") equal to fifteen percent (15%) of the amount by which Operating Profit for such Fiscal Year (or partial Fiscal Year) minus the amount of any ground lease rentals or other rental payments pursuant to any ground lease in connection with the Hotel paid by Owner from its own funds (and not from Gross Revenues or the Reserve) during the same time period exceeds Owner's Priority (prorated for any partial Fiscal Year). Notwithstanding the foregoing to the contrary, Management Company shall not be entitled to receive any Incentive Fee in any Fiscal Year with respect to which the distributions to Owner have not equaled or exceeded Owner's Priority.
